Fall 2014 Business and Corporate Law Class Descriptions

2 credit(s), Standard Letter GradedRequirement(s): SkillsConcentration(s): Business and Corporate Law (JD)Prerequisite(s): Tax I or its equivalent, Corporations or its equivalent (at the JD level)

The course consists of a series of planning problems that arise in connection with the formation and operation of a corporation. Attention will be directed to the corporate law, securities law and tax law issues related to each event with emphasis placed on active class participation in problem solving and selection of alternative solutions. For each seminar meeting there will be ungraded homework assignments directed to issues raised with each problem. The final examination will consist of a 72 hour take-home examination and problem.

Note: This is an advanced tax course with priority enrollment for LLM in Taxation students.

3 credit(s), Standard Letter GradedConcentration(s): Business and Corporate Law (JD)

This course will provide an examination of the liquidation and reorganization cases under the Bankruptcy Code, and the effects of bankruptcy on non-bankruptcy debtor-creditor law and pre-bankruptcy transactions. The objective of this course is to give students a working familiarity with the Code and associated rules, cases and folklore; an understanding of the policies reflected in and relevant to bankruptcy law; and an appreciation of the bankruptcy practice. There are no course prerequisites. However, the scheduling of the course on Article 9 Secured Transactions and/or the Creditors Remedies course before, or along with, the Bankruptcy course, while not required, is suggested.

This seminar combines advance work in Corporations, Federal and State Securities laws, and Federal Taxation in the context of business planning and counseling. The course is based upon a series of problems involving common business transactions which present corporate securities law and tax issues for analysis, and resolution. The problems cover such topics as factors in the decision to incorporate; the formation of partnerships, limited liability companies, and corporations, both closely held and publicly owned; securities law considerations in raising capital; corporate distributions; the sale and purchase of businesses; mergers and other forms of acquisition; and recapitalization, division, and dissolution of corporations.

1-3 credit(s), P/F GradedRequirement(s): SkillsConcentration(s): Business and Corporate Law (JD)

The Corporate Counsel Internship Program consists of a work component and a class component. The Corporate Counsel Internship Program allows students to receive academic credit for working in the legal department of a corporation, company or other business entity. Students may also work in other departments of a corporation as long as they are supervised by a licensed attorney. The goal of the Program is to provide students with the opportunity to observe first-hand the operations of a corporate legal department and to gain an understanding of the legal issues addressed by corporate counsel. The student must not receive monetary compensation or any outside funding for or related to the work and must be supervised by an on-site lawyer. Students can secure their own internship placements or meet with the Internship Director or Career Services for guidance. Placements qualify for the Program only if the organization requires that a student receive academic credit as a condition of the internship. Organizations willing to pay students or to have them work on a volunteer basis do not qualify for the Program. After a placement is found, students must complete an Application Form to have their placement approved for the Program. Employers who participate in the Program must commit to the requirements of the Program. Students work a minimum of 60 hours per unit of credit and may receive 1-3 credits. Students participate in primarily on-line class sessions involving small group discussions, prepare weekly summaries of their work and complete a writing assignment. If you have been accepted into an internship placement and want to apply for the internship course, fill out the Corporate Counsel application. If you have any other questions contact Julie Remer, Assistant Dean, Career and Professional Development at julieremer@sandiego.edu or Professor Margaret Dalton, Faculty Director, Clinical and Placement Education at mdalton@sandiego.edu. The internship is graded on a Pass-Fail basis.

Note: There are limitations on JD concentration eligibility. Please check the JD concentrations web pages for more information. Contact Law Student Affairs to find out if your work in this internship qualifies for the concentration.Additional Information:JD Concentrations Web Page, Email Law Student Affairs

This course covers the core concepts of finance as they relate to the study and practice of law. The course is designed to accommodate both students with no background in finance as well as those with substantial knowledge of the field. It will start with basic financial literacy and will build toward more advanced topics, such as financial statement analysis, valuation of stocks and bonds, risk management, portfolio theory, derivatives, and corporate financial management. The course includes quantitative concepts and exercises, and students will be required to use a spreadsheet program, such as Microsoft Excel. This class will be of particular value to students who intend to pursue transactional legal practice, but it will also be valuable to litigators.

4 credit(s), Standard Letter GradedConcentration(s): Business and Corporate Law (JD)

This course examines the structure and the rights and obligations of directors, officers, and shareholders mainly under state corporations law. Other topics include partnerships and limited liability entities. The course covers, among other subjects, the characteristics of the corporation as distinct from other forms of business association, the special problems of the closely-held corporations (a corporation owned by a few persons), the fiduciary obligations of directors and controlling shareholders in closely-held and public corporations, procedures for decision making by directors and shareholders, shareholder voting rights, and certain federal securities law subjects, such as insider trading.

Note: This is a required course for the Business and Corporate Law Concentration (JD).

1 credit(s), Standard Letter GradedConcentration(s): Business and Corporate Law (JD)

As business is becoming more international so must the law and lawyers. In a world of international trade and transactions companies and their advisers need to have a global legal horizon. Until quite recently, it would not have made any practical sense to talk about an “EU commercial law”. However, due to the ongoing harmonization of the law of the EU countries a body of truly common European law is emerging from the melting pot of the national laws and traditions and EU institutions and courts. The course draws on the results of 30 years of continued and ongoing EU harmonization to provide US law students with an overview of some of the central aspects of European commercial law. The course focuses on the practical legal problems facing an American enterprise doing business in Europe but at the same time provides for a basic understanding of the EU legal framework. After a brief general introduction to EU law the course falls in two parts. Part I deals with the transfer of goods and covers such topics as general contract law (PECL Principles of European Contract Law), the EC directive on Unfair Contract Terms, and the EC directive on Products Liability. Part II deals with the trade in intangible rights notably patents and trademarks. This part opens with a general presentation of the European systems for the protection of inventions and trademarks. It then moves on to discuss aspects relating to the exercise of those rights in regard to the Treaty rules on the free movement of goods (“parallel importation” and the principle of “exhaustion of rights”) and to tech-trans agreements and other issues involving competition law. The course requires no prior knowledge of European law.

2 credit(s), Standard Letter GradedConcentration(s): Business and Corporate Law (JD)

Much of the practice of law relates to financial issues. This two-credit course deals with understanding and analyzing financial statements, basic business valuation techniques and their importance in litigation matters, economic damages calculations (both personal injury and business damages), and concepts of present value. Understanding these financial concepts is critical to lawyers who encounter them daily in their practices. The course is designed for the student who does not have a sophisticated background in accounting or finance.

This course covers the legal principles and some of the tax law applicable to a series of interesting, complex, and current entrepreneurial transactions, utilizing venture capital or private equity financing. The course will cover, time permitting, as many as possible of the following: (1) a new business start up (with emphasis on high technology sectors); (2) a growth equity investment in an existing business enterprise; (3) a leveraged buyout of a private or a public company (including a going-private transaction); (4) use of a flow-through tax entity such as an S corporation, a partnership, or an LLC, for a variety of venture capital or private equity financed transactions; (5) devising an exit scenario for the successful venture capital or private equity financed enterprise (such as IPO, SEC rule 144 sales, or sale of the company); and (6) forming a new venture capital, LBO, or private equity fund. Substantive subjects touched upon include federal income tax, securities regulation, corporate law, partnership law, LLC law, bankruptcy law, fraudulent conveyance law, and other legal doctrines and accounting rules and practical structuring issue relevant to entrepreneurial transactions (including use of common and preferred stocks, convertible debentures and convertible preferred, warrants, and options). The course reviews these in a transactional context and may also consider to some extent their policy underpinnings and likely future evolution. Securities Law, and Corporate Finance, and related courses are recommended.

3 credit(s), P/F GradedConcentration(s): Business and Corporate Law (JD)Prerequisite(s): CorporationsRecommended Class(es): Tax I

This seminar will explore the practical and theoretical aspects of innovation, markets, and financial regulation. The course will have three elements. First, the instructors will present an overview of the key fundamental concepts that underpin modern financial markets, including: financial innovation, derivatives, shareholder activism, valuation methodologies, tax and accounting treatment, and regulatory arbitrage. Second, the instructors will meet with students individually to discuss potential career paths and students will draft a specific plan of study and action related to their career paths. Third, guest lecturers from practice and academia will present new developments and research, and the instructors will introduce and comment on each presentation. Students will write short papers related to class meetings, including a final Career Path Plan, a document that will incorporate material from the presentations and class, and set forth a road map and business plan for each student’s anticipated, or hoped for, career path.

Pass/Fail. Students will write approximately ten short papers (i.e., roughly one per class meeting, with some exceptions), including a final Career Path Plan that incorporates material from the presentations.

2 credit(s), Standard Letter GradedConcentration(s): Business and Corporate Law (JD)

This course is the study of international commercial arbitration that emphasizes the Asia/Pacific region’s practices and arbitral regimes. The study will use The Convention on the International Sale of Good (CISG) to study all facets of sales and trade in goods from contract formation, terms, obligations, performance, breaches, excuses and remedies. The study of arbitration clauses and the practices of the arbitral institutions in the Asia-Pacific region is a focus. The steps from initiating arbitration, appointing arbitrators, composition of arbitral tribunals, procedures including written and oral submissions and the scope and limits on evidence are all considered. The course will address the UNCITRAL Model Law for arbitration and compare it to Asia-Pacific arbitral systems including CIETAC, HKIAC, and CEAC. The substance, procedural and conflicts of law situations will be addressed. The course objective is to develop the capacity to be able to engage in arbitration processes in the Asia-Pacific Region for international commercial sales and trade disputes. The classes, materials and certain model problems will facilitate that objective. The class also builds the very different research approaches and skills required to determine issues under The CISG, including those from recognized international principles, writings of scholars, rules and guidelines together with principles from arbitral decisions. The course will be required for incoming 2L VICAM candidates and is also open to all other eligible students. The only prerequisite for this course is for JD students who should have completed all of the required first-year courses and be in their second year. The course will be letter-graded based on a final take-home examination consisting of two equally-weighted questions.

3 credit(s), Standard Letter GradedConcentration(s): Business and Corporate Law (JD)

Legal aspects of contracts for the international sale of goods under the UN Convention. Topics include the applicability of the convention and its most important substantive provisions including contract formation, choice of forum, choice of law, warranties, risk of loss, excuse and dispute resolution.

This basic course in international taxation will focus on the principles relating to the taxation of foreign persons (individuals as well as legal entities) by the United States and the U.S. taxation of income received by U.S. individuals and entities from activities abroad. Topics will include principles of international tax jurisdiction; rules relating to the source of income and deductions; the foreign tax credit; Section 482 and transfer pricing; foreign currency translations; international double taxation treaties and an introduction to controlled foreign corporations. This is an advanced tax course with priority enrollment for LLM in Taxation students.

This course will examine selected economic, corporate law, and securities law aspects of the acquisition of businesses. Topics covered will include some basic (and necessary) corporate finance theory (such as valuation, efficient capital markets, event studies and option pricing theory); empirical evidence on the social costs and benefits of acquisition activity; the structuring of friendly and hostile acquisitions; the corporate law of takeover defenses; and securities law regulation of acquisition transactions. Some accounting and tax law topics may be touched upon, but they will not be a major focus of the course. Some effort will be made to examine drafting and negotiations aspects of M&A transactions. Students with substantial background in related areas may take Corporations concurrently, with permission. There will be a final exam in the class.

Effective negotiation skills are essential to the successful practice of law. Most legal and business disputes are resolved through direct negotiation. This course will teach students effective techniques and negotiation strategies in a work shop style setting. This course will introduce students to different types and styles of bargaining and specialized communication skills currently used by effective and successful negotiators. Negotiation competencies will be taught through lecture and experiential methods (interactive and role play exercises). Practical in its orientation, emphasis is placed on prevailing negotiation techniques and strategies used by practicing lawyers and professional business negotiators. Due to the participatory nature of the course, enrollment is limited. Grades will be based on class participation, homework assignments, quizzes, an out of class negotiation assignment and a take-home final. The course is graded on a four tier Pass/Fail basis.

Note: Students may only elect this course, Alternative Dispute Resolution or Mediation Skills to count towards the Civil Litigation Concentration (JD).

3 credit(s), H/P/L/F GradedRequirement(s): SkillsConcentration(s): Business and Corporate Law (JD)

Effective negotiation skills are essential to the successful practice of law. Most legal disputes are resolved through direct negotiation. This course will teach students effective communication techniques and negotiation strategies in a workshop style setting. The course will introduce students to different types of bargaining, different approaches to bargaining, specialized communication techniques used by effective negotiators, and techniques for overcoming negotiating impasses. Negotiation practices will be taught using both lecture and experiential methods (interactive exercise, role play exercises). This course will be practical in its orientation, with an emphasis on prevailing negotiation techniques and strategies customarily used by practicing lawyers. Due to the participatory nature of the course, enrollment will be limited. Grades will be based on a written final examination, homework assignments, and class participation. The course is graded on a 4-tier Pass/Fail basis.

Note: Students may only elect this course, Alternative Dispute Resolution or Mediation Skills to count towards the Civil Litigation Concentration (JD).

3 credit(s), Standard Letter GradedConcentration(s): Business and Corporate Law (JD)

The Securities Regulation class will include an overview of the capital markets and the underwriting process, the structure and prohibitions of the Securities Act, the registration process, the definitions of security and exempted securities, the private and limited offering exemptions, offerings by underwriters, affiliates and dealers, civil liability under the Securities Act, fraud in connection with a purchase or sale of a Security, and general civil liability provisions. No Prerequisites.

Note: This is a required course for the Business and Corporate Law Concentration (JD).

3 credit(s), Standard Letter GradedConcentration(s): Business and Corporate Law (JD)Prerequisite(s): Tax I

The course involves a study of the basic concepts of federal income taxation of C corporations and their shareholders, including organization of corporations; cash and stock dividends; redemptions of stock; partial and complete liquidations; sales of corporate businesses and reorganizations. Taxation of corporations is compared with taxation of partnerships, limited liability companies and S corporations. The emphasis is on careful analysis of Code provisions, Treasury Regulations, other administrative materials and important judicial decisions in relation to problems that are frequently assigned in advance of class discussion.

Note: This is a required course for the Business and Corporate Law Concentration (JD).

3 credit(s), P/F GradedRequirement(s): SkillsConcentration(s): Business and Corporate Law (JD)

This course places students at local law firms to provide legal assistance to local technology startups in the areas of intellectual property prosecution and licensing, corporate formation and transactions, contracts, employment, and related areas. Students will be supervised by attorneys at local law firms as well as the professor. The course will begin with 5-6 weeks of class sessions covering the core types of transactions encountered in technology startups. There are no scheduled classes during the remainder of the semester; instead, students will work with the companies and supervising lawyers each week, and meet one-on-one with the professor on a regular basis. An application process will be used to select students for the course. Students who registered for the course during 2012-13 or 2013-14 may not apply for the course for 2014-15. Students may only begin the course in the fall semester, and may continue in the spring semester, but are not required to do so. Students interested in IP issues may apply to both the Technology Entrepreneurship Clinic and the IP Law Clinic, but will be selected for only one clinic. The course application and additional course information will be emailed no later than Friday, April 2, 2014. Students who do not receive an application by then, or who have questions about the course after reviewing the application, may email Professor Ted Sichelman, tsichelman@sandiego.edu. The deadline to submit an application for this course is Friday, April 25, 2014.

Note: There are limitations on JD concentration eligibility. Please check the JD concentration web pages for more information. Contact Law Student Affairs to find out if your work in this clinic qualifies for the concentration.Additional Information:JD Concentrations Web Page, Email Law Student Affairs

3 credit(s), Standard Letter GradedConcentration(s): Business and Corporate Law (JD)

The course on sales of goods addresses the provisions of Article 2 of the U.C.C., with some comparisons with the new Article 2A on leases of goods. The primary topics include contract formation and enforceability, terms of the contract, risk of loss, warranties, performance and breach, remedies for breach, and transfer of goods. A problem-solving approach is used extensively.

3 credit(s), Standard Letter GradedConcentration(s): Business and Corporate Law (JD)

This course deals with the creation, perfection, enforcement, and priorities of security interest in personal property, including goods, "paper" collateral, and intangibles such as accounts, in both commercial and consumer settings. The treatment of security interests in bankruptcy, and in priority contexts with various non-Article 9 interests, is also examined.

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